Common use of RECOVERY FROM OTHER PERSONS Clause in Contracts

RECOVERY FROM OTHER PERSONS. 10.1 If a Group Member recovers from any other person (including any Taxation Authority but excluding the Purchaser, any other Purchaser Group Member and any officer or employee of any such company) any amount which is referable to a Liability to Taxation or other liability of the Group Member in respect of which the Vendor has made a payment under PARAGRAPH 2, the Purchaser will repay to the Vendor within 10 Business Days of the receipt thereof the lesser of: 10.1.1 the amount so recovered (less any reasonable losses, costs, damages and expenses incurred by the Group Member, the Purchaser or any other member of the same group of companies as the Purchaser as a result of the recovery of that amount); and 10.1.2 the amount paid by the Vendor under PARAGRAPH 2 in respect of the Liability to Taxation or other liability in question less any part of such amount previously repaid to the Vendor under any provision of this Agreement or otherwise. 10.2 If the Purchaser becomes aware that a Group Member is entitled to recover any amount mentioned in PARAGRAPH 10.1, the Purchaser will as soon as reasonably practicable give written notice of that fact to the Vendor and provided that the Vendor indemnifies and secures the Group Member, the Purchaser and all other Purchaser Group Members to the reasonable satisfaction of the Purchaser against all reasonable losses, costs, damages and expenses which may be incurred thereby, the Purchaser will procure that the Group Member, at the Vendor's cost and expense, takes such action as the Vendor may reasonably and promptly request to effect such recovery. 10.3 The action which the Vendor may request a Group Member to take under PARAGRAPH 10.2 does not include: 10.3.1 any action which the Purchaser reasonably considers to be materially prejudicial to the business or Taxation affairs of the Group, the Purchaser or any Purchaser Group Member; or 10.3.2 allowing the Vendor to undertake the conduct of any action necessary to effect recovery of the amount in question.

RECOVERY FROM OTHER PERSONS. 10.1 If a Group Member Member, the Buyer or any member of the Buyer's Group recovers from any other person (including any Taxation Authority but excluding other than under the Purchaser, any other Purchaser Group Member Warranty and any officer or employee of any such companyIndemnity Insurance) any amount which is referable to a Liability to Taxation or other liability of the Group Member in respect of which the Vendor has Share Sellers or any of them have made a payment under PARAGRAPH 2, paragraph 2 or in respect of the Purchaser Taxation Warranties then the amount of such recovery shall be apportioned to the Share Sellers in their Relevant Proportions and the Buyer will repay to the Vendor within 10 Business Days each of the receipt thereof Share Sellers the lesser of: 10.1.1 that Share Seller apportioned amount or the amount so recovered (less its Relevant Proportion of any reasonable losses, costs, damages costs and expenses incurred by the relevant Group Member, the Purchaser Buyer or any other member of the same group of companies as Buyer's Group in obtaining the Purchaser as a result of the recovery of that amountrecovery); and 10.1.2 the amount paid by that Share Seller under paragraph 2 in respect of the Vendor under PARAGRAPH 2 Taxation Warranties or in respect of the Liability to Taxation or other liability in question less any part of such amount previously repaid to the Vendor that Share Seller under any provision of this Agreement or otherwise. 10.2 If the Purchaser Buyer becomes aware that a any Group Member is entitled to recover any amount mentioned in PARAGRAPH paragraph 10.1, the Purchaser Buyer will as soon as reasonably practicable give written notice of that fact to each of the Vendor Share Sellers and provided that the Vendor indemnifies Share Sellers reasonably indemnify in their Relevant Proportions the relevant Group Member and secures the Group Member, the Purchaser and all other Purchaser Group Members to the reasonable satisfaction of the Purchaser Buyer against all reasonable losses, costs, damages costs and expenses which may be incurred thereby, the Purchaser Buyer will procure that the relevant Group Member, at the Vendor's Share Sellers' cost and expense, takes such action as the Vendor Share Sellers may reasonably and promptly request to effect such recovery. The provisions of paragraph 7.8 apply in relation to requests made under this paragraph 10.2 as they apply to requests made under paragraph 7. 10.3 The action which the Vendor may request a Group Member to take under PARAGRAPH 10.2 does not include: 10.3.1 any action which the Purchaser reasonably considers to be materially prejudicial to the business or Taxation affairs of the Group, the Purchaser or any Purchaser Group Member; or 10.3.2 allowing the Vendor to undertake the conduct of any action necessary to effect recovery of the amount in question.

RECOVERY FROM OTHER PERSONS. 10.1 7.1 If a any payment becomes due from the Seller under paragraph 2 and the Group Member recovers Company concerned or the Purchaser either: 7.1.1 is immediately entitled at the due date for the making of that payment to recover from any some other person (including any Taxation Authority but excluding the Purchaserperson, any other Purchaser except another Group Member and any officer Company or employee of any such company) any amount which is referable to a Liability to Taxation an employee, supplier or other liability customer of the Group Member Company or a member of the Purchaser’s Group, but including any Tax Authority, any sum in respect of which the Vendor Liability for Taxation that has made resulted in that payment becoming due from the Seller; or 7.1.2 becomes entitled at some subsequent date to make such a payment under PARAGRAPH 2recovery, the Purchaser will repay shall, or shall procure that the relevant Group Company shall, promptly notify the Seller of its entitlement and shall, if so required by the Seller and at the Seller’s expense, take or procure that the relevant Group Company shall take, all reasonably appropriate steps to enforce that recovery (keeping the Seller fully informed of the progress of any action taken) except where such recovery would harm the reasonable commercial interest of the Group Company or a member of the Purchaser’s Group, and the Purchaser shall account to the Vendor within 10 Business Days of the receipt thereof Seller for whichever is the lesser of: 10.1.1 the amount (a) any sum so recovered (including any interest or repayment supplement paid by the Tax Authority or other person on or in respect thereof less any Tax chargeable on the relevant Group Company in respect of that interest) after deduction of all reasonable losses, costs, damages costs and expenses properly incurred by the Group Member, the Purchaser or any other member of the same group of companies as the Purchaser as a result of the recovery of that amount)relevant Group Company in enforcing such recovery; and 10.1.2 (b) the aggregate of the amount paid by the Vendor under PARAGRAPH Seller pursuant to paragraph 2 in respect of the Liability to for Taxation in question and any interest (after Tax) and any repayment supplement paid by the Tax Authority or other liability person in question less any part respect of such amount previously repaid to the Vendor under any provision of this Agreement or otherwisesum recovered. 10.2 If 7.2 Neither the Purchaser becomes aware that a Group Member is entitled to recover any amount mentioned in PARAGRAPH 10.1, the Purchaser will as soon as reasonably practicable give written notice of that fact to the Vendor and provided that the Vendor indemnifies and secures nor the Group Member, Company concerned shall be required to take or procure the taking of any steps pursuant to paragraph 6.1 unless the Purchaser and all other Purchaser the relevant Group Members Company is each promptly (and in any event within 20 Business Days of the Seller having been notified of the relevant entitlement) indemnified to the their reasonable satisfaction of by the Purchaser against Seller in relation to all reasonable losses, potential costs, damages expenses and expenses which may be incurred thereby, the Purchaser will procure fees that the Group Member, at the Vendor's cost and expense, takes such action as the Vendor may reasonably and promptly request to effect such recoveryare thereby incurred. 10.3 The action which the Vendor may request a Group Member to take under PARAGRAPH 10.2 does not include: 10.3.1 any action which the Purchaser reasonably considers to be materially prejudicial to the business or Taxation affairs of the Group, the Purchaser or any Purchaser Group Member; or 10.3.2 allowing the Vendor to undertake the conduct of any action necessary to effect recovery of the amount in question.

RECOVERY FROM OTHER PERSONS. 10.1 55.1 If a Group Member the Company recovers from any other person (including any Taxation Authority but excluding the Purchaser, any other Purchaser Group Member and any officer or employee of any such company) any amount which is referable to a Liability to Taxation or other liability of the Group Member Company in respect of which the Vendor has made a payment under PARAGRAPH 2, the Purchaser will repay to the Vendor within 10 Business Days of the receipt thereof the lesser of: 10.1.1 55.1.1 the amount so recovered (less any reasonable losses, costs, damages and expenses incurred by the Group MemberCompany, the Purchaser or any other member of the same group of companies as the Purchaser as a result of the recovery of that amount); and 10.1.2 55.1.2 the amount paid by the Vendor under PARAGRAPH 2 in respect of the Liability to Taxation or other liability in question less any part of such amount previously repaid to the Vendor under any provision of this Agreement or otherwise. 10.2 55.2 If the Purchaser becomes aware that a Group Member the Company is entitled to recover any amount mentioned in PARAGRAPH 10.1, the Purchaser will as soon as reasonably practicable give written notice of that fact to the Vendor and provided that the Vendor indemnifies and secures the Group MemberCompany, the Purchaser and all other Purchaser Group Members to the reasonable satisfaction of the Purchaser against all reasonable losses, costs, damages and expenses which may be incurred thereby, the Purchaser will procure that the Group MemberCompany, at the Vendor's cost and expense, takes such action as the Vendor may reasonably and promptly request to effect such recovery. 10.3 55.3 The action which the Vendor may request a Group Member the Company to take under PARAGRAPH 10.2 does not include: 10.3.1 55.3.1 any action which the Purchaser reasonably considers to be materially prejudicial to the business or Taxation affairs of the GroupCompany, the Purchaser or any Purchaser Group Member; or 10.3.2 55.3.2 allowing the Vendor to undertake the conduct of any action necessary to effect recovery of the amount in question.

RECOVERY FROM OTHER PERSONS. 10.1 If 7.1 If, in the event of any payment becoming due from a Covenantor under clause 2 (COVENANT), a Swiss Group Company or a US Group Company either is immediately entitled at the due date for the making of that payment to recover from any person (not being any member of the Purchasers’ Group but including any Tax Authority) (other than by reason of the use of a Purchasers’ Relief or a right to a repayment of Tax which has been treated as an asset of a Group Member recovers from any other person (including any Taxation Authority but excluding Company in the Purchaser, any other Purchaser Group Member and any officer or employee of any such companyCompletion Accounts) any amount which is referable to a Liability to Taxation or other liability of the Group Member sum in respect of the Tax Liability or liability in respect of Tax that has resulted in that payment becoming due from the relevant Covenantor (other than where such sum is a right to a repayment of Tax which has been treated as an asset of a Group Company in the Vendor Completion Accounts), or at some subsequent date becomes entitled to make such a recovery, then the relevant Purchaser shall procure that the Swiss Group Company or US Group Company (as applicable) entitled to make that recovery shall as soon as reasonably practicable notify the relevant Covenantor and Sellers’ Guarantor of its entitlement and shall, if so required by the relevant Covenantor and at the relevant Covenantor’s sole expense (but subject to clause 7.2 below), take all appropriate and reasonable steps to enforce that recovery (keeping the relevant Covenantor and Sellers’ Guarantor informed on a timely basis of the progress of any action taken and providing the relevant Covenantor and Sellers’ Guarantor with copies of all relevant correspondence and documentation); and if the relevant Covenantor has made a payment under PARAGRAPH 2clause 2 (COVENANT) in respect of the Tax Liability or liability in respect of Tax in question, the relevant Purchaser will repay shall account to the Vendor within 10 Business Days of the receipt thereof relevant Covenantor for whichever is the lesser of:of:- 10.1.1 the amount A. any sum so recovered by the relevant Swiss Group Company or US Group Company in respect of that Tax Liability or liability in respect of Tax (including any interest or repayment supplement paid by the Tax Authority or other person on or in respect thereof) less any reasonable losses, costs, damages and expenses incurred by Tax chargeable on the relevant Swiss Group Member, the Purchaser Company or US Group Company thereon or any other member Tax which would be chargeable thereon but for the availability of the same group any Purchasers’ Relief and less any costs of companies as the Purchaser as a result of the recovery of that amount)not already reimbursed pursuant to this clause 7.1; and 10.1.2 B. the amount paid by the Vendor relevant Covenantor under PARAGRAPH clause 2 (COVENANT) in respect of the that Tax Liability to Taxation or other liability in question less any part respect of such amount previously repaid to the Vendor under any provision of this Agreement or otherwiseTax. 10.2 7.2 The steps which a Covenantor may require a relevant Group Company to take under clause 7.1 above shall be decided upon by the relevant Covenantor acting in good faith. If the relevant Purchaser becomes aware that shall disagree with procuring the relevant Group Company to take such a Group Member is entitled to recover any amount mentioned in PARAGRAPH 10.1step, the relevant Covenantor and the relevant Purchaser will as soon as reasonably practicable give written notice of that fact shall discuss the matter in good faith and with a view to resolving the Vendor disagreement sensibly and provided that the Vendor indemnifies and secures the Group Member, the in a timely manner. The Purchaser and all other Purchaser Group Members shall not be required to the reasonable satisfaction of the Purchaser against all reasonable losses, costs, damages and expenses which may be incurred thereby, the Purchaser will procure that the relevant Group MemberCompany take any step which, at on an objective basis, it would be unreasonable to take in the Vendor's cost circumstances then existing, taking into account the position of, on the one hand, the relevant Covenantor and, on the other hand, the relevant Purchaser and expense, takes such action as the Vendor may reasonably and promptly request to effect such recoveryrelevant Group Company. 10.3 The action which 7.3 If both the Vendor may request provisions of clause 6 (OVERPROVISIONS, RELIEFS AND REPAYMENTS), and this clause 7 (RECOVERY FROM OTHER PERSONS) would apply in respect of a Group Member to take under PARAGRAPH 10.2 does not include: 10.3.1 any action which the Purchaser reasonably considers to be materially prejudicial to the business or Taxation affairs repayment of the GroupTax, the Purchaser or any Purchaser Group Member; or 10.3.2 allowing provisions of clause 6 (OVERPROVISIONS, RELIEFS AND REPAYMENTS) and not the Vendor provisions of this clause 7 (RECOVERY FROM OTHER PERSONS) shall apply in relation to undertake the conduct of any action necessary to effect recovery of the amount in questionit.

RECOVERY FROM OTHER PERSONS. 10.1 8.1 If a Target Group Member Company recovers from any other person (including any Taxation Authority but excluding the Purchaser, any other Purchaser Group Member and any officer or employee of any such company) any amount which is referable preferable to a Liability to Taxation or other liability of the Target Group Member Company in respect of which the Vendor has made Sellers are liable to make a payment (but have not made such payment) under PARAGRAPH 2paragraph 77 or in respect of the Tax Warranties, the Purchaser will repay amount that the Sellers are so liable to the Vendor within 10 Business Days of the receipt thereof the lesser of: 10.1.1 pay shall be reduced by an amount equal to the amount so recovered (less any reasonable losses, costs, damages costs and expenses incurred by the relevant Target Group MemberCompany or the Buyer as a result of the recovery of that amount). 8.2 If a Target Group Company recovers from any other person any amount which is preferable to a Liability to Taxation or other liability of the Target Group Company in respect of which the Sellers have made a payment under paragraph 77 or in respect of the Taxation Warranties, the Purchaser Buyer will repay to or procure that the Target Group Company will repay to the Sellers the lesser of: 8.2.1 the amount so recovered and actually received (less any other member of reasonable costs and expenses incurred by the same group of companies as the Purchaser relevant Target Group Company as a result of the recovery of that amount); and 10.1.2 8.2.2 the amount paid by the Vendor Sellers under PARAGRAPH 2 paragraph 77 or in respect of the Taxation Warranties in respect of the Liability to Taxation or other liability in question less any part of such amount previously repaid to the Vendor Sellers under any provision of this Agreement or otherwise. 10.2 8.3 If the Purchaser Buyer becomes aware that a any Target Group Member Company is entitled to recover any amount mentioned in PARAGRAPH 10.1paragraphs 83.1 or 83.2, the Purchaser Buyer will as soon as reasonably practicable give written notice of that fact to the Vendor Sellers and provided that the Vendor indemnifies Sellers indemnify the relevant Target Group Company and secures the Group Member, the Purchaser and all other Purchaser Group Members to the reasonable satisfaction of the Purchaser Buyer against all reasonable losses, costs, damages costs and expenses which may be incurred thereby, the Purchaser Buyer will procure that the relevant Target Group Member, at the Vendor's cost and expense, Company takes such action as the Vendor may is reasonably and promptly request required to effect such recovery. 10.3 The action which 8.4 Notwithstanding anything else contained in this Agreement, Sellers shall not, without the Vendor may request a Group Member to take under PARAGRAPH 10.2 does not include: 10.3.1 any action which the Purchaser reasonably considers to be materially prejudicial to the business or Taxation affairs prior written consent of the GroupBuyer, take any actions with respect to or provide notice to or otherwise make contact with any such other person for the Purchaser or any Purchaser Group Member; or 10.3.2 allowing the Vendor to undertake the conduct purpose of causing a recovery of any action necessary to effect recovery amount of the amount in questionTax from such other person.

RECOVERY FROM OTHER PERSONS. 10.1 9.1 If a Group Member recovers from any other person (including any Taxation Authority but excluding the Purchaserany Buyer’s Associate, any other Purchaser Group Member and any officer or employee member of any such companythe same group of companies as the Buyer) any amount which is referable to a Liability to Taxation or other liability of the Group Member which has resulted in respect of which the Vendor has made or may result in a payment being made by the Management Sellers under PARAGRAPH 2paragraph 2 or the Taxation Warranties, the Purchaser Buyer will repay to the Vendor Management Sellers within 10 15 Business Days of the receipt thereof the lesser of: 10.1.1 9.1.1 the amount so recovered (including any related interest or related repayment supplement) (less any reasonable losses, costs, damages and reasonable expenses incurred by the relevant Group Member, the Purchaser Buyer or any other member of the same group of companies as the Purchaser Buyer as a result of the recovery of that amount); and 10.1.2 9.1.2 the amount paid by the Vendor Management Sellers under PARAGRAPH paragraph 2 in respect of the Liability to Taxation or other liability in question less any part of such amount previously repaid to the Vendor Management Sellers under any provision of this Agreement or otherwise. 10.2 9.2 If the Purchaser Buyer becomes aware that a any Group Member is entitled to recover any amount mentioned in PARAGRAPH 10.1paragraph 9.1, the Purchaser Buyer will as soon as reasonably practicable (and in any event within 20 Business Days) give written notice of that fact to the Vendor Management Sellers and provided that the Vendor indemnifies and secures Management Sellers indemnify the relevant Group Member, the Purchaser Buyer and all other Purchaser Group Members members of the same group of companies as the Buyer to the reasonable satisfaction of the Purchaser Buyer against all reasonable losses, costs, damages and reasonable expenses which may be incurred thereby, the Purchaser Buyer will procure that the relevant Group Member, at the Vendor's Management Sellers’ cost and expense, takes such action as the Vendor Management Sellers may reasonably and promptly request to effect such recovery. 10.3 9.3 The action which the Vendor Management Sellers may request a Group Member to take under PARAGRAPH 10.2 paragraph 9.2 does not include: 10.3.1 9.3.1 any action which the Purchaser Buyer reasonably considers to be materially prejudicial to the business or Taxation affairs of the Groupany Group Member, the Purchaser Buyer or any Purchaser Group Memberother member of the same group of companies as the Buyer; or 10.3.2 9.3.2 allowing the Vendor Management Sellers to undertake the conduct of any action necessary to effect recovery of the amount in question. 9.4 Any recovery or right to make a recovery from another person shall not be taken into account for the purposes of this paragraph 9 to the extent that it has already been taken into account in calculating (and so reducing) the quantum of damages relating to any breach of any Taxation Warranties in respect of which the Management Sellers have made, or are liable to make, payment to the Buyer.